北京浩天律师事务所 HYLANDS LAW FIRM 北京浩天律师事务所 关于山东南山铝业股份有限公司 2024 年第二次临时股东大会之法律意见书 致:山东南山铝业股份有限公司 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国 证券法》(以下简称"《证券法》")、中国证券监督管理委员会《上市公司股东大 会规则(2022 修订)》(以下简称"《股东大会规则》")等法律、法规和规范性文 件及《山东南山铝业股份有限公司章程》(以下简称"《公司章程》")等有关规定, 北京浩天律师事务所接受山东南山铝业股份有限公司(以下简称"公司")的委 托,指派本所凌浩律师、段君僖律师出席并见证公司 2024年第二次临时股东大 会会议(以下简称"本次股东大会"),并出具本法律意见书。 为出具本法律意见书,本所委派律师出席了公司本次股东大会并审查了公司 提供的关于召开本次股东大会的有关文件和材料。公司已向本所保证和承诺:公 司提供的文件和所作的陈述和说明是完整的、真实的和有效的,且已向本所提供 一切足以影响本法律意见书的事实和文件,无任何隐瞒、疏漏之处。 本所律师同意将本法律意见书随公司本次股东大会决议一起予以 ...

证券代码：600219 证券简称：南山铝业 公告编号：2024-046 山东南山铝业股份有限公司 2024 年第二次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 3、公司董事会秘书出席会议；其他高管均列席会议。 二、 议案审议情况 审议结果：通过 表决情况： | 股东类型 | 同意 | | 反对 | | 弃权 | | | --- | --- | --- | --- | --- | --- | --- | | | 票数 | 比例（%） | 票数 | 比例（%） | 票数 | 比例（%） | | A 股 | 5,623,802,312 | 99.9905 | 397,962 | 0.0070 | 134,750 | 0.0025 | 2、 议案名称：关于未来三年（2024 年-2026 年）股东分红回报规划的议案 | 1、出席会议的股东和代理人人数 | 955 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（ ...

2024 年第二次临时股东大会会议资料 股票代码：600219 股票简称：南山铝业 山东南山铝业股份有限公司 2024 年第二次临时股东大会 会议资料 二〇二四年九月 2024 年第二次临时股东大会会议资料 目 录 | 一、2024 | 年第二次临时股东大会会议须知 1 | | --- | --- | | 二、2024 | 年第二次临时股东大会会议议程 3 | | 三、2024 | 年第二次临时股东大会议案 | | 1、 | 议案一：关于提请股东大会授权董事会全权办理 2024 年三季度利润分配事 | | | 项的议案 4 | | 2、 | 议案二：关于未来三年（2024 年-2026 年）股东分红回报规划的议案...5 | 2024 年第二次临时股东大会会议资料 山东南山铝业股份有限公司 2024 年第二次临时股东大会会议须知 为充分尊重广大股东，维护投资者的合法权益，确保本次股东大会的正常秩 序和议事效率，公司根据《中华人民共和国公司法》、《中华人民共和国证券法》、 《上市公司股东大会规则》以及《公司章程》等有关规定，制定本次股东大会现 场会议须知，望全体股东及其他有关人员严格遵守如下规定： 一、各股东及 ...

证券代码：600219 证券简称：南山铝业 公告编号：2024-045 山东南山铝业股份有限公司 关于以集中竞价交易方式回购股份的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 公司于 2023 年 12 月 13 日、2023 年 12 月 29 日分别召开了第十一届董事会第 七次会议、2023 年第四次临时股东大会，审议通过了《关于以集中竞价交易方式 回购公司股份方案的议案》，同意公司使用自有资金以集中竞价交易方式回购公司 部分社会公众股份，用于注销并减少公司注册资本。 本次回购股份的资金总额不低于人民币 3 亿元（含）且不超过人民币 6 亿 元（含），回购股份价格不超过人民币 4.43 元/股，回购数量不低于 6,772.01 万股 （含）且不超过 13,544.02 万股（含），具体回购数量及金额以回购结束时实际交 易情况为准。回购期限为自公司股东大会审议通过回购方案之日起不超过 12 个 月，即自 2023 年 12 月 29 日至 2024 年 12 月 28 日。 具体内容详见公司于 2024 年 1 ...

Investment Rating - The report maintains an "Accumulate" rating for Nanshan Aluminum [2] Core Views - The company's performance in the first half of 2024 showed significant growth, with a net profit of 2.189 billion yuan, a year-on-year increase of 66.68% [2] - The Indonesian alumina project has seen both volume and price increases, contributing to the company's substantial profit growth [2] - The company is focusing on high-end aluminum products, which accounted for approximately 25% of total aluminum product gross profit in the first half of 2024 [2] Financial Summary - In the first half of 2024, the company achieved operating revenue of 15.667 billion yuan, a decrease of 8.05% year-on-year, while net profit attributable to shareholders was 2.189 billion yuan, an increase of 66.68% [2] - The average spot price of aluminum in the first half of 2024 was 19,801 yuan per ton, up 7.1% year-on-year, while the domestic alumina spot price was 3,493 yuan per ton, up 20% year-on-year [2] - The company expects steady growth in net profit for 2024-2026, with projections of 4.471 billion yuan, 4.973 billion yuan, and 5.268 billion yuan respectively [4][5] Business Development - The company is actively expanding its high-end aluminum product lines, including automotive plates, aerospace plates, and power battery foils, which are expected to enhance profitability [2] - The Indonesian alumina project has been fully operational since October 2022, with plans for further expansion to increase production capacity [5] - The company is committed to green development and is advancing its recycling aluminum projects, which will contribute to energy savings and cleaner production [2]

Investment Rating - The investment rating for Nanshan Aluminum (600219.SH) is "Outperform the Market" [3][13]. Core Views - The company reported a significant increase in net profit attributable to shareholders, with a year-on-year growth of 66.7% in H1 2024, driven by both volume and price increases in its products, particularly alumina [1][4]. - The average price of A00 aluminum in the Yangtze River nonferrous market was 19,800 CNY/ton, up 7.1% year-on-year, while the average price of alumina in Shandong was 3,444 CNY/ton, up 18.9% year-on-year [1][4]. - The company is expanding its upstream operations, planning to establish 4 million tons of alumina and 1 million tons of electrolytic aluminum in Indonesia, while also optimizing its domestic production capacity [1][11]. Financial Performance Summary - In H1 2024, the company achieved revenue of 15.667 billion CNY, a year-on-year increase of 8.05%, and a net profit of 2.189 billion CNY, a year-on-year increase of 66.68% [1][4]. - The gross margin for H1 2024 was 25.23%, an increase of 6.01 percentage points year-on-year, and the net profit margin was 16.76%, an increase of 6.51 percentage points year-on-year [8][11]. - The company's asset-liability ratio improved to 19.62% by the end of Q2 2024, down 1.87% from the end of 2023 [1][8]. Earnings Forecast and Financial Indicators - The forecast for revenue from 2024 to 2026 is 28.308 billion CNY, 32.258 billion CNY, and 36.293 billion CNY, with year-on-year growth rates of -1.86%, 13.95%, and 12.51% respectively [2][13]. - The net profit attributable to shareholders is projected to be 4.331 billion CNY, 4.421 billion CNY, and 5.076 billion CNY for the same period, with growth rates of 24.66%, 2.09%, and 14.81% respectively [2][13]. - The diluted EPS is expected to be 0.37 CNY, 0.38 CNY, and 0.43 CNY for 2024, 2025, and 2026, with corresponding PE ratios of 10.0x, 9.8x, and 8.5x [2][13].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported significant year-on-year growth in its 2024 semi-annual report, with revenue reaching 15.667 billion yuan, up 8.05% year-on-year, and net profit attributable to shareholders at 2.189 billion yuan, up 66.68%, exceeding the upper limit of the pre-announcement [3] - The increase in alumina prices has positively impacted the company's performance, with expectations of continued profitability from its Indonesian alumina project and growth in high-end aluminum processing businesses [4] Summary by Relevant Sections Financial Performance - In the first half of 2024, the company achieved a revenue of 15.667 billion yuan, a year-on-year increase of 8.05%, and a net profit of 2.189 billion yuan, a year-on-year increase of 66.68% [3] - For Q2 2024, revenue was 8.443 billion yuan, up 10.14% year-on-year and 16.88% quarter-on-quarter, with net profit at 1.338 billion yuan, up 68.45% year-on-year and 59.65% quarter-on-quarter [3] Alumina Price Impact - The price of alumina has further increased in the first half of 2024, with the average overseas alumina market price around 403 USD/ton, up 14% year-on-year [3] - The company's Indonesian alumina project is expected to produce no less than 1 million tons in the first half of 2024, with projected profits exceeding 1,300 yuan/ton in Q2 2024 [3] Dividend Policy - The company announced a semi-annual dividend plan, distributing 0.04 yuan per share, with a dividend payout ratio of 21.4% [3] - A three-year dividend plan was also released, committing to distribute at least 40% of the annual distributable profits in cash from 2024 to 2026 [3] Future Growth Drivers - The company is set to benefit from a 20,000-ton increase in automotive sheet capacity in 2024, with a current market share of approximately 25% in the domestic automotive sheet market [4] - The company has successfully entered the supply chain for the C919 aircraft, with a clear growth trajectory for its aerospace aluminum business [4] - Ongoing projects in Indonesia include a 2 million-ton alumina and 250,000-ton electrolytic aluminum capacity, expected to be operational by 2026 [4] Earnings Forecast and Valuation - The company's net profit forecasts for 2024-2026 have been raised to 4.467 billion, 4.425 billion, and 4.787 billion yuan respectively, with corresponding P/E ratios of 9.44, 9.53, and 8.81 times [4]

Investment Rating - The investment rating for Nanshan Aluminum (600219.SH) is "Buy" (maintained) [2] Core Views - The increase in alumina prices has significantly boosted profits, and the company's domestic and overseas layout highlights its growth potential [2][3] - The company achieved a net profit of 2.19 billion yuan in 2024H1, representing a year-on-year increase of 24% and a quarter-on-quarter increase of 17% [2][3] - The report indicates that despite a sharp decline in alumina futures prices entering Q3, spot prices remain strong, contributing to profit growth [2][3] Financial Performance Summary - In 2024H1, the company reported operating revenue of 15.67 billion yuan, a year-on-year increase of 67% [2] - For Q2 2024, the company achieved operating revenue of 8.44 billion yuan and a net profit of 1.34 billion yuan, reflecting year-on-year growth of 158% and quarter-on-quarter growth of 57% [2] - The company expects to achieve revenues of 33.02 billion, 36.70 billion, and 40.81 billion yuan for 2024E, 2025E, and 2026E respectively, with corresponding net profits of 4.36 billion, 4.36 billion, and 4.79 billion yuan [2][6] Operational Highlights - The company has operational alumina production capacities of 1.4 million tons in Shandong and 2 million tons in Indonesia, with significant profit contributions from both regions [3] - The net profit from Shandong Longkou Donghai alumina and Indonesia Bintan alumina in 2024Q2 was 26.69 million yuan and 1.28 billion yuan respectively, with year-on-year increases of 721% and 154% [3] - The report emphasizes the company's integrated layout of the aluminum industry chain, focusing on expanding high-end manufacturing products domestically and developing new projects overseas [4] Cash Flow and Dividend Policy - As of June 30, 2024, the company had cash reserves of 25.06 billion yuan and a debt-to-asset ratio reduced to 19.2%, indicating improved cash flow [5] - The company announced a mid-term dividend plan, proposing a distribution of 0.4 yuan per 10 shares (tax included), with a dividend payout ratio of 21.4% [5]

Investment Rating - The investment rating for the company is "Outperform Industry" with a target price of RMB 4.80 [3]. Core Views - The company reported a significant increase in revenue and net profit for the first half of 2024, driven by rising alumina prices and strong performance in its alumina segment [6]. - The company is focusing on high-value-added products, with expectations for continued growth in the automotive and aerospace sectors [7]. - The company has announced a shareholder return plan for 2024-2026, indicating confidence in future profitability [7]. Financial Performance - For 1H24, the company achieved a revenue of RMB 15.667 billion, a year-on-year increase of 8.05%, and a net profit of RMB 2.189 billion, up 66.68% [6]. - The company’s alumina segment saw a profit increase of 164% year-on-year, attributed to rising alumina prices [6]. - The company’s revenue and profit forecasts for 2024 and 2025 have been revised upwards due to expected price increases in electrolytic aluminum and alumina [8]. Future Outlook - The company plans to double its aluminum automotive sheet capacity to 400,000 tons by the end of 2024, capitalizing on the growing demand in the automotive sector [7]. - The company is also expanding its alumina production capacity in Indonesia, which is expected to enhance profitability [7]. - The company aims to maintain a cash dividend ratio of no less than 40% of the distributable net profit each year [7].

Investment Rating - The report maintains a "Recommended" rating for the company [2][5]. Core Views - The company reported a net profit attributable to shareholders of 2.19 billion in H1 2024, a year-on-year increase of 66.68% [1]. - The company anticipates significant growth from its Indonesian operations, with alumina production capacity reaching 2 million tons in 2023 and expected to produce 500,000 tons in Q2 2024 [1]. - The report highlights the strong profitability of alumina, with the net profit per ton from Indonesian alumina expected to exceed 1,500 [1]. - The company plans to invest 6.06 billion in Indonesia to build 250,000 tons of electrolytic aluminum and 260,000 tons of carbon products, indicating a strong growth trajectory [1]. - The report emphasizes the growing demand for automotive and aerospace aluminum products, with the company being a leader in automotive aluminum [1]. Financial Summary - For 2024E, the company is projected to achieve a revenue of 32.726 billion, a growth rate of 13.5% [2][5]. - The net profit attributable to shareholders is expected to be 4.32 billion in 2024E, reflecting a growth rate of 24.3% [2][5]. - The earnings per share (EPS) is projected to be 0.37 in 2024E, with a price-to-earnings (PE) ratio of 10 [2][5]. - The report forecasts a steady increase in net profit over the next three years, reaching 4.792 billion by 2026E [2][5].